Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Bank. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents: (a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation; (b) to refrain from copying or duplicating in any way the Proprietary Information; (c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions; (d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank; (e) that the Fund shall have access only to those authorized transactions agreed upon by the parties; (f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement. 5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 6 contracts
Samples: Registrar, Transfer Agency and Service Agreement (Van Kampen Trust for Investment Grade New Jersey Municipals), Registrar, Transfer Agency and Service Agreement (Blackrock California Insured Municipal 2008 Term Trust Inc), Registrar, Transfer Agency and Service Agreement (Blackrock Municipal Target Term Trust Inc)
Data Access and Proprietary Information. 5.01 5.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.2 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 5.3 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 4 contracts
Samples: Transfer Agency and Service Agreement (Monument Series Fund Inc), Transfer Agency and Service Agreement (Williams Capital Management Trust), Transfer Agency and Service Agreement (Style Select Series Inc)
Data Access and Proprietary Information. 5.01 The Fund Each Portfolio acknowledges that the data bases, computer programs, screen formatsformat, report formats, interactive design techniques, and documentation manuals (collectively, "Proprietary Information") furnished to the Fund Portfolio by the Bank as part of the FundPortfolio's ability to access certain Portfolio-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. The Fund In no event shall Proprietary Information be deemed Customer Data. Each Portfolio agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund each Portfolio agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
; (d) to refrain from causing or allowing third-party data acquired required hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
; (e) that the Fund Portfolio shall have access only to those authorized transactions agreed upon by the parties;
; (f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund a Portfolio notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner use its best efforts to promptly correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund each Portfolio agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund Portfolios include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder Investor information or other information (such transactions constituting a are known as "Customer Originated Electronic Financial Instructions" or "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 4 contracts
Samples: Transfer Agency and Service Agreement (Non Us Fixed Income Portfolio), Transfer Agency and Service Agreement (Tax Exempt Money Market Portfolio), Transfer Agency and Service Agreement (Series Portfolio)
Data Access and Proprietary Information. 5.01 5.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank IFTC as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank IFTC on data bases under the control and ownership of the Bank IFTC or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankIFTC or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank IFTC and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank IFTC and solely in accordance with the BankIFTC's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the BankIFTC's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankIFTC;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank IFTC to protect at the BankIFTC's expense the rights of the Bank IFTC in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.2 If the Fund notifies the Bank IFTC that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank IFTC shall endeavor in a timely manner to correct such failure. Organizations from which the Bank IFTC may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank IFTC arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK IFTC EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 5.3 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank IFTC in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank IFTC shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank IFTC from time to time.
Appears in 4 contracts
Samples: Custody and Investment Accounting Agreement (Bull & Bear Global Income Fund Inc/), Custody and Investment Accounting Agreement (Bull & Bear Municipal Income Fund Inc), Custody and Investment Accounting Agreement (Bull & Bear U S Government Securities Fund Inc)
Data Access and Proprietary Information. 5.01 5.01. The Fund acknowledges Funds acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Funds by the Bank Transfer Agent as part of the Fund's Funds’ ability to access certain Fund-related data ("“Customer Data"”) maintained by the Bank Transfer Agent on data bases under the control and ownership of the Bank Transfer Agent or other third party ("“Data Access Services"”) constitute copyrighted, trade secret, or other proprietary information (collectively, "“Proprietary Information"”) of substantial value to the BankTransfer Agent or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees Funds agree to treat all Proprietary Information as proprietary to the Bank Transfer Agent and further agrees agree that it they shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the each Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank Transfer Agent and solely in accordance with the Bank's Transfer Agent’s applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's Transfer Agent’s instructions;
(d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankTransfer Agent;
(e) that the Fund Funds shall have access only to those authorized transactions agreed upon by the parties;; and
(f) to honor all reasonable written requests made by the Bank Transfer Agent to protect at the Bank's Transfer Agent’s expense the rights of the Bank Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 5.02. If the Fund notifies Fund(s) notifies(y) the Bank Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Bank Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees Funds agree to make no claim against the Bank Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT THOSE EXPRESSLY STATED HEREIN, THE BANK TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 5.03. If the transactions available to the Fund Funds include the ability to originate electronic instructions to the Bank Transfer Agent in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "“COEFI"”), then in such event the Bank Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank Transfer Agent from time to time.
Appears in 4 contracts
Samples: Transfer Agency and Service Agreement (Virtus Investment Trust), Transfer Agency and Service Agreement (Virtus Investment Trust), Transfer Agency and Service Agreement (Allianz Funds)
Data Access and Proprietary Information. 5.01 5.1 The Fund acknowledges Funds acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Funds by the Bank HASCO as part of the Fund's their ability to access certain Fund and shareholder-related data ("Customer Data") maintained by the Bank on HASCO or a Sub-Agent in data bases under the control and ownership of HASCO or the Bank ("Data Access Services") Sub-Agent constitute copyrighted, trade secret, or other proprietary information (collectively, "“Proprietary Information"”) of substantial value to HASCO, the BankSub-Agent or other third party. For the avoidance of doubt, Proprietary Information does not include Nonpublic Personal Information. The Fund agrees Funds agree to treat all Proprietary Information as proprietary to HASCO or the Bank Sub-Agent and further agrees agree that it they shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees Funds agree for itself themselves and its their employees and agents:
(a) to access Customer Data HASCO’s or the Sub-Agent’s databases solely from locations as may be designated in writing by the Bank HASCO and solely in accordance with HASCO’s or the Bank's Sub-Agent’s applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's HASCO’s instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankHASCO;
(e) that the Fund Funds shall have access only to those authorized transactions agreed upon by the parties;; and
(f) to honor all reasonable written requests made by the Bank HASCO to protect at the Bank's HASCO’ expense the rights of HASCO or the Bank Sub-Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. .
5.2 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.3 If the Fund notifies the Bank Funds notify HASCO that any of the Data Access Services data services do not operate in material compliance with the most recently issued user documentation for such services, the Bank HASCO shall endeavor in a timely manner to correct such failure. Organizations from which the Bank HASCO may obtain certain data included in the Data Access Services data services provided by or on behalf of HASCO are solely responsible for the contents of such data and the Fund agrees Funds agree to make no claim against the Bank HASCO arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. SUCH DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK HASCO EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 4 contracts
Samples: Transfer Agency and Service Agreement (Hartford Mutual Funds Inc/Ct), Transfer Agency and Service Agreement (Hartford Mutual Funds Ii Inc), Transfer Agency and Service Agreement (Hartford Mutual Funds Inc/Ct)
Data Access and Proprietary Information. 5.01 The Fund acknowledges Funds acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Funds by the Bank Transfer Agent as part of the Fund's Funds’ ability to access certain Fund-related data ("“Customer Data"”) maintained by the Bank Transfer Agent on data bases under the control and ownership of the Bank Transfer Agent or other third party ("“Data Access Services"”) constitute copyrighted, trade secret, or other proprietary information (collectively, "“Proprietary Information"”) of substantial value to the BankTransfer Agent or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees Funds agree to treat all Proprietary Information as proprietary to the Bank Transfer Agent and further agrees agree that it they shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the each Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank Transfer Agent and solely in accordance with the Bank's Transfer Agent’s applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's Transfer Agent’s instructions;
(d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankTransfer Agent;
(e) that the Fund Funds shall have access only to those authorized transactions agreed upon by the parties;; and
(f) to honor all reasonable written requests made by the Bank Transfer Agent to protect at the Bank's Transfer Agent’s expense the rights of the Bank Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies Fund(s) notifies(y) the Bank Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Bank Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees Funds agree to make no claim against the Bank Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT THOSE EXPRESSLY STATED HEREIN, THE BANK TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund Funds include the ability to originate electronic instructions to the Bank Transfer Agent in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "“COEFI"”), then in such event the Bank Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank Transfer Agent from time to time.
Appears in 4 contracts
Samples: Transfer Agency and Service Agreement (Virtus Managed Account Completion Shares (MACS) Trust), Transfer Agency and Service Agreement (Virtus Opportunities Trust), Transfer Agency and Service Agreement (Virtus Event Opportunities Trust)
Data Access and Proprietary Information. 5.01 5.1 The Fund Company acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Company by the Bank HISC as part of the Fund's its ability to access certain Company-related data ("Customer Data") maintained by the Bank HISC on data bases under the control and ownership of the Bank HISC ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankHISC or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund Company agrees to treat all Proprietary Information as proprietary to the Bank HISC and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Company agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank HISC and solely in accordance with the BankHISC's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the BankHISC's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankHISC;
(e) that the Fund Company shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank HISC to protect at the BankHISC's expense the rights of the Bank HISC in Proprietary Information at common law, under federal copyright law and under other federal or state law. .
5.2 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.3 If the Fund Company notifies the Bank HISC that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank HISC shall endeavor in a timely manner to correct such failure. Organizations from which the Bank HISC may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Company agrees to make no claim against the Bank HISC arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK HISC EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 3 contracts
Samples: Transfer Agency and Service Agreement (Hartford HLS Series Fund Ii Inc), Transfer Agency and Service Agreement (Hartford HLS Series Fund Ii Inc), Transfer Agency and Service Agreement (Hartford HLS Series Fund Ii Inc)
Data Access and Proprietary Information. 5.01 6.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5Section 6. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 6.2 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 6.3 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 3 contracts
Samples: Custodian Contract (Lm Institutional Fund Advisors Ii Inc), Transfer Agency and Service Agreement (Davis Series Inc), Transfer Agency and Service Agreement (Ge Investment Funds Inc)
Data Access and Proprietary Information. 5.01 5.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.2 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE The BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 5.3 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 3 contracts
Samples: Transfer Agency Agreement (White Elk Funds), Transfer Agency Agreement (White Elk Funds), Transfer Agency Agreement (White Elk Funds)
Data Access and Proprietary Information. 5.01 5.1 The Fund acknowledges Funds acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Funds by the Bank HASCO as part of the Fund's their ability to access certain Funds-related data ("“Customer Data"”) maintained by HASCO or the Bank Delegate on data bases under the control and ownership of HASCO or the Bank Delegate ("“Data Access Services"”) constitute copyrighted, trade secret, or other proprietary information (collectively, "“Proprietary Information"”) of substantial value to HASCO, the BankDelegate or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees Funds agree to treat all Proprietary Information as proprietary to HASCO or the Bank Delegate and further agrees agree that it they shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees Funds agree for itself themselves and its their employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank HASCO and solely in accordance with HASCO’s or the Bank's Delegate’s applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's HASCO’s instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankHASCO;
(e) that the Fund Funds shall have access only to those authorized transactions agreed upon by the parties;; and
(f) to honor all reasonable written requests made by the Bank HASCO to protect at the Bank's HASCO’ expense the rights of HASCO or the Bank Delegate in Proprietary Information at common law, under federal copyright law and under other federal or state law. .
5.2 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.3 If the Fund notifies the Bank Funds notify HASCO that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank HASCO shall endeavor in a timely manner to correct such failure. Organizations from which the Bank HASCO may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees Funds agree to make no claim against the Bank HASCO arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK HASCO EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 3 contracts
Samples: Transfer Agency and Service Agreement (Hartford Funds Master Fund), Transfer Agency and Service Agreement (Hartford Series Fund Inc), Transfer Agency and Service Agreement (Hartford Mutual Funds Inc/Ct)
Data Access and Proprietary Information. 5.01 The Fund Each Portfolio acknowledges that the data bases, computer programs, screen formatsformat, report formats, interactive design techniques, and documentation manuals (collectively, "Proprietary Information") furnished to the Fund Portfolio by the Bank as part of the FundPortfolio's ability to access certain Portfolio-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. The Fund In no event shall Proprietary Information be deemed Customer Data. Each Portfolio agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund each Portfolio agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired required hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
; (e) that the Fund Portfolio shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 3 contracts
Samples: Transfer Agency and Service Agreement (Selected Us Equity Portfolio), Transfer Agency and Service Agreement (Tax Exempt Bond Portfolio), Transfer Agency and Service Agreement (Us Small Co Portfolio)
Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals other information furnished to the Fund by the Bank as part of are provided solely in connection with the Fund's ability to access certain related data ("Customer Data") maintained by the Bank on data bases services rendered under the control this Agreement and ownership of the Bank ("Data Access Services") constitute copyrighted, copyrighted trade secret, secrets or other proprietary information (collectively, "Proprietary Information") of substantial value to the Bank. Such databases, programs, formats, designs, techniques and other information are collectively referred to below as "Proprietary Information." The Fund agrees to that it shall treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided expressly permitted hereunder. Without limiting the foregoing, the The Fund agrees for itself and its employees and agents:
(a) to access Customer Data use such programs and databases (i) solely on the Fund computers, or (ii) solely from equipment at the locations as may be designated in writing by agreed to between the Fund and the Bank and solely (iii) in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Funds' computers) any part of any Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of programs, data or other information not owned by the Proprietary InformationFund, and if such access is inadvertently accidentally obtained, to inform in a timely manner of such fact respect and dispose of such information in accordance with safeguard the Bank's instructionssame Proprietary Information;
(d) to refrain from causing or allowing third-party data acquired hereunder information transmitted from being the Bank's computer to the Funds' terminal to be retransmitted to any other computer facility terminal or other location, device except with the prior written consent of as expressly permitted by the Bank, (such permission not to be unreasonably withheld);
(e) that the Fund shall have access only to those authorized transactions as agreed upon by to between the parties;Fund and the Bank; and
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreementapplicable statues.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 3 contracts
Samples: Registrar, Transfer Agency and Service Agreement (Blackrock High Yield Trust), Registrar, Transfer Agency and Service Agreement (Muniholdings Insured Fund Ii Inc), Registrar, Transfer Agency and Service Agreement (Mevc Draper Fisher Jurveston Fund I Inc)
Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases, computer programs, screen formatsformat, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired required hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or of Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 3 contracts
Samples: Transfer Agency and Service Agreement (Occ Accumulation Trust), Transfer Agency and Service Agreement (Sunamerica Series Trust), Transfer Agency and Service Agreement (Longleaf Partners Funds Trust)
Data Access and Proprietary Information. 5.01 5.1 The Fund Company acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Company by the Bank Transfer Agent as part of the Fund's Company’s ability to access certain Company-related data ("Customer “Company Data"”) maintained by the Bank Transfer Agent on data bases databases under the control and ownership of the Bank Transfer Agent ("“Data Access Services"”) constitute copyrighted, trade secret, or other proprietary information (collectively, "“Proprietary Information"”) of substantial value to the BankTransfer Agent or other third party. In no event shall (i) Proprietary Information be deemed Company Data or (ii) Company Data be deemed to be Proprietary Information. The Fund Company agrees to treat all Proprietary Information as proprietary to the Bank Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Company agrees each for itself and its employees and agents:
(a) to access Customer Data use such programs and databases (i) solely on the Company’s computers (or those of its authorized agents, if any) or solely from locations as may be designated in writing by equipment at the Bank location agreed to between the Company and the Transfer Agent and (ii) solely in accordance with the Bank's Transfer Agent’s applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's Transfer Agent’s instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankTransfer Agent;
(e) that the Fund Company shall have access only to those authorized transactions agreed upon by the partiesCompany Data;
(f) to honor all reasonable written requests made by the Bank Transfer Agent to protect at the Bank's Transfer Agent’s expense the rights of the Bank Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. 5.2 Organizations from which the Bank Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Company agrees to make no claim against the Bank Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 5.3 If the transactions available to the Fund Company include the ability to originate electronic instructions to the Bank Transfer Agent in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank Transfer Agent from time to time.
Appears in 3 contracts
Samples: Transfer Agency and Service Agreement, Transfer Agency and Service Agreement (Massmutual Select Funds), Transfer Agency and Service Agreement (Massmutual Premier Funds)
Data Access and Proprietary Information. 5.01 5.1 The Fund Trust acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Bank as part of the FundTrust's ability to access certain Trust-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund Trust agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund Trust shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.2 If the Fund Trust notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Trust agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 5.3 If the transactions available to the Fund Trust include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 3 contracts
Samples: Transfer Agency and Service Agreement (State Street Master Funds), Transfer Agency and Service Agreement (State Street Institutional Investment Trust), Transfer Agency and Service Agreement (State Street Institutional Investment Trust)
Data Access and Proprietary Information. 5.01 6.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5Section 6. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 6.2 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 6.3 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank and the Fund from time to time.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Monument Series Fund Inc), Transfer Agency and Service Agreement (Monument Series Fund Inc)
Data Access and Proprietary Information. 5.01 5.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;; and
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.2 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 5.3 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Evergreen Select Money Market Trust), Transfer Agency and Service Agreement (Evergreen Select Money Market Trust)
Data Access and Proprietary Information. 5.01 5.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank Transfer Agent as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank Transfer Agent on data bases under the control and ownership of the Bank Transfer Agent ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankTransfer Agent or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank Transfer Agent and solely in accordance with the BankTransfer Agent's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the BankTransfer Agent's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankTransfer Agent;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank Transfer Agent to protect at the BankTransfer Agent's expense the rights of the Bank Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.2 If the Fund notifies the Bank Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Bank Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 5.3 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank Transfer Agent in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank Transfer Agent from time to time.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Thrivent Financial Securities Lending Trust), Transfer Agency and Service Agreement (Thrivent Financial Securities Lending Trust)
Data Access and Proprietary Information. 5.01 5.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals ("Software") furnished to the Fund by the Bank IFTC as part of the Fund's ability to access certain the Fund-related data ("Customer Data") maintained by the Bank IFTC on data bases under the control and ownership of the Bank IFTC or to access data provided by other third parties ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankIFTC and such third parties. In no event shall Proprietary Information be deemed Customer Data nor shall Customer Data be deemed Proprietary Information. The Fund agrees to treat all Proprietary Information as proprietary to the Bank IFTC and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to electronically access Customer Data solely from through computer hardware operating at locations as may be designated in writing agreed to by the Bank IFTC and solely in accordance with the BankIFTC's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary InformationInformation except as required to operate and maintain the Software;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform IFTC in a timely manner of such fact and dispose of such information in accordance with the BankIFTC's instructions;
(d) to refrain from causing or allowing third-party data data, other than Customer Data, acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankIFTC;
(e) that the Fund shall have access to the Data Access Services only for purposes of performing the functions and services which are to those authorized transactions be performed by the Fund or its agent pursuant to Section 1.2(d) hereof as agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank IFTC to protect at the BankIFTC's expense the rights of the Bank IFTC in Proprietary Information at common law, under federal copyright law and under other federal or state law. .
5.2 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.3 If the Fund notifies IFTC that the Bank that Software or any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank IFTC shall endeavor in a timely manner to correct such failure. Organizations from which the Bank IFTC may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank IFTC arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof.
5.4 If the transactions available to the Fund include the ability to originate electronic instructions to IFTC in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event IFTC shall be entitled to rely on the validity and authenticity of such instructions without undertaking any further inquiry as long as such instructions are undertaken in conformity with security procedures established by IFTC from time to time.
5.5 All Customer Data shall be considered confidential and proprietary information owned by the Fund. IFTC agrees to cooperate as necessary to withdraw Customer Data from its Software when requested by the Fund. IFTC further agrees to use all reasonable efforts to prevent any of the Customer Data from being disclosed to third-parties, other than to agents of the Fund and the Fund's administrator and as required by law.
5.6 If a third-party claims that the Software infringes its patent, copyright, or trade secret, or any similar intellectual property right, IFTC will defend, indemnify and hold the Fund harmless against that claim at IFTC's expense and pay any costs, damages, or awards of settlement, including court costs, arising out of any such claim, demand, or action, provided that the Fund promptly notifies IFTC in writing of the claim, allows IFTC to control, and cooperates with IFTC in, the defense or any related settlement negotiations.
5.7 IFTC represents and warrants that Software will perform substantially in accordance with IFTC's applicable user documentation. IFTC further represents and warrants that IFTC has a license to use the Software for purposes of this Agreement.
5.8 DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK IFTC EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Jundt Funds Inc), Transfer Agency and Service Agreement (Jundt Funds Inc)
Data Access and Proprietary Information. 5.01 6.1 The Fund Trust acknowledges that the data basesdatabases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Bank Transfer Agent as part of the Fund's Trust’s ability to access certain Trust-related data ("Customer Data") maintained by the Bank Transfer Agent or another third party on data bases databases under the control and ownership of the Bank Transfer Agent ("“Data Access Services"”) constitute copyrighted, trade secret, or other proprietary information (collectively, "“Proprietary Information"”) of substantial value to the BankTransfer Agent or another third party. In no event shall Proprietary Information be deemed Customer Information (as defined below) or the confidential information of the Trust. The Fund Trust, on behalf of itself and the Portfolios, agrees to treat all Proprietary Information as proprietary to the Bank Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:.
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying 6.2 Proprietary Information shall not include all or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) foregoing items that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal are or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination become publicly available without breach of this Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement. Proprietary Information may be disclosed to the Trust’s officers, trustees, employees, contractors and auditors on a strictly need-to-know basis and as required by law.
5.02 6.3 If the Fund Trust notifies the Bank Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Bank Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Fund Trust agrees to make no claim against the Bank Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. THE BANK TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FOR AVOIDANCE OF DOUBT, NOTHING IN THIS SUB-SECTION 6.3 SHALL EXCUSE TRANSFER AGENT FOR ANY FAILURE TO PERFORM THE SERVICES IN ACCORDANCE WITH THE STANDARD OF CARE SET FORTH IN SECTION 9 AND THE TERMS OF THIS AGREEMENT.
5.03 6.4 If the transactions available to the Fund Trust include the ability to originate electronic instructions to the Bank Transfer Agent in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shares, Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank Transfer Agent from time to time.
6.5 Each party shall take reasonable efforts to advise its employees and agents of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination of this Agreement.
6.6 The Trust acknowledges that the disclosure of any Proprietary Information will immediately give rise to continuing irreparable injury to the Transfer Agent or its third-party licensors and vendors inadequately compensable in damages at law and that Transfer Agent shall be entitled to seek immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available. The Trust agrees to discontinue use of Data Access Services, if requested, for any security reasons cited by the Transfer Agent. Transfer Agent may restrict access of the Data Access Services by the Trust for security reasons or noncompliance with the terms of this Section 6.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Capital Private Client Services Funds), Transfer Agency and Service Agreement (Capital Private Client Services Funds)
Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired hereunder from being to be retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Century Capital Managment Trust), Transfer Agency and Service Agreement (Century Shares Trust)
Data Access and Proprietary Information. 5.01 The Each Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals and other information which may be furnished to the Fund it by the Bank Accounting Agent as part of the Fund's ability to access certain Funds-related data ("Customer Data") maintained by the Bank Accounting Agent on data bases under the control and ownership of the Bank Accounting Agent ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankAccounting Agent. The Each Fund agrees to treat all Proprietary Information as proprietary to the Bank Accounting Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying Proprietary Information shall not include all or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) foregoing items that the Fund shall have access only to those authorized transactions agreed upon are or become publicly available without breach of this Agreement; that are released for general disclosure by a written release by the parties;
(f) to honor all reasonable written requests made by Accounting Agent; or that are already in the Bank to protect possession of the receiving party at the Bank's expense the rights time of the Bank in receipt without obligation of confidentiality or breach of this Agreement. Proprietary Information at common lawmay be disclosed to the Funds’ officers, under federal copyright law trustees, employees, agents, contractors, auditors on a strictly need-to-know basis and under other federal or state as required by law. Each party shall take reasonable efforts to advise its employees and agents of their obligations pursuant to this Article 5Section 6. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 If . Each Fund hereby acknowledges that the Fund notifies data and information it may access from the Bank that any of Accounting Agent utilizing the Data Access Services do not operate in material compliance with will be unaudited if on a real time basis. All information available on a current day basis will be considered real time other than the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out provision of the contents of such third-party data, including, but not limited to, the accuracy thereofnet asset value and net asset value per unit. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank Accounting Agent in order to (i) effect the transfer or movement of cash or Shares shares or (ii) transmit Shareholder shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank Accounting Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank Accounting Agent from time to timetime and the Accounting Agent has met the standard of care required of it under Section 4 hereof. Each Fund acknowledges that the disclosure of any Proprietary Information will immediately give rise to continuing irreparable injury to the Accounting Agent or its third-party licensors and vendors inadequately compensable in damages at law and that Accounting Agent shall be entitled to seek immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available. Each Fund agrees to discontinue use of Data Access Services, if requested, for any security reasons cited by the Accounting Agent. Accounting Agent may restrict access of the Data Access Services by the Fund for security reasons or noncompliance with the terms of this Section 6.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Capital Private Client Services Funds), Transfer Agency and Service Agreement (Capital Private Client Services Funds)
Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank Insurance Company as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank Insurance Company on data bases under the control and ownership of the Bank Insurance Company or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankInsurance Company or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank Insurance Company and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations location as may be designated in writing by the Bank Insurance Company and solely in accordance with the BankInsurance Company's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the BankInsurance Company's instructions;
(d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankInsurance Company;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;; and
(f) to honor all reasonable written requests made by the Bank Insurance Company to protect at the BankInsurance Company's expense the rights of the Bank Insurance Company in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies notified the Bank Insurance Company that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank Insurance Company shall endeavor in a timely manner to correct such failure. Organizations from which the Bank Insurance Company may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank Insurance Company arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK INSURANCE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank Insurance Company in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank Insurance Company shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank Insurance Company from time to time.
Appears in 2 contracts
Samples: Administrative Services Agreement (Phoenix Edge Series Fund), Administrative Services Agreement (Phoenix Edge Series Fund)
Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Legg Mason Global Trust Inc), Registrar, Transfer Agency and Service Agreement (Prospect Street High Income Portfolio Inc)
Data Access and Proprietary Information. 5.01 5.1. The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third part ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other such third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data Proprietary Information acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of to the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party Notwithstanding the above, nothing in the agreement shall take reasonable efforts to advise its employees restrict the ability of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the to obtain access to or make copies of, or otherwise use freely, all Customer Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party dataBank's possession or control, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled read to rely on derogate from the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.Fund's sole legal ownership
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Americas Utility Fund Inc), Transfer Agency and Service Agreement (Americas Utility Fund Inc)
Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases, computer programs, screen formatsformat, report formats, interactive design techniques, and documentation manuals (collectively, "Proprietary Information") furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired required hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner use its best efforts to promptly correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a are known as "Customer Originated Electronic Financial Instructions" or "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (JPM Institutional Funds), Transfer Agency and Service Agreement (JPM Series Trust)
Data Access and Proprietary Information. 5.01 5.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
: (a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
; (b) to refrain from copying or duplicating in any way the Proprietary Information;
; (c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
; (d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
; (e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
; (f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 5.2 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 5.3 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Guinness Flight Investment Funds), Assignment and Assumption (Guinness Flight Investment Funds Inc)
Data Access and Proprietary Information. 5.01 The Fund Trust acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Bank ALPS as part of the FundTrust's ability to access certain related data ("Customer Data") maintained by the Bank ALPS on data bases under the control and ownership of the Bank ALPS ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to ALPS. It is understood that Customer Data, which includes data provided to ALPS by or on behalf of the BankTrust and records belonging to the Trust pursuant to Section 31 of the Investment Company Act of 1940 as amended (and the Rules thereunder), will not be deemed to be Data Access Services or Proprietary Information. The Fund Trust agrees to treat all Proprietary Information as proprietary to the Bank ALPS and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's ALPS' applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's ALPS' instructions;
(d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankALPS;
(e) that the Fund Trust shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank ALPS to protect at the Bank's ALPS' expense the rights of the Bank ALPS in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees or independent service contractors of their the obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund Trust notifies the Bank ALPS that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank ALPS shall endeavor in a timely manner to correct such failure. Organizations from which the Bank ALPS may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Trust agrees to make no claim against the Bank ALPS arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof, provided that ALPS will comply with all reasonable requests for assistance from the Trust in resolving any claim or other discrepancy the Trust may have with such third party organizations. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASISBASIS (PROVIDED THAT ALPS SHALL CONTINUE TO BE RESPONSIBLE FOR ANY DELAY IN OR OTHER FAILURE OF PERFORMANCE THAT ARISES AS A RESULT OF A MATTER REASONABLY WITHIN ALPS' CONTROL). THE BANK ALPS EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund Trust include the ability to originate a customer originated electronic instructions financial instruction to the Bank ALPS in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank ALPS shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with reasonable security procedures established by the Bank ALPS from time to time.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Financial Investors Trust), Transfer Agency and Service Agreement (Financial Investors Trust)
Data Access and Proprietary Information. 5.01 The Fund Trust acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Bank Transfer Agent as part of the FundTrust's ability to access certain Trust-related data ("Customer Data") maintained by the Bank Transfer Agent on data bases under the control and ownership of the Bank Transfer Agent or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankTransfer Agent or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund Trust agrees to treat all Proprietary Information as proprietary to the Bank Transfer Agent and further agrees agree that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank Transfer Agent and solely in accordance with the BankTransfer Agent's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the BankTransfer Agent's instructions;
(d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankTransfer Agent;
(e) that the Fund Trust shall have access only to those authorized transactions agreed upon by the parties;; and
(f) to honor all reasonable written requests made by the Bank Transfer Agent to protect at the BankTransfer Agent's expense the rights of the Bank Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund Trust notifies the Bank Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Bank Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Trust agrees to make no claim against the Bank Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund Trust include the ability to originate electronic instructions to the Bank Transfer Agent in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank Transfer Agent from time to time.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Harris Insight Funds Trust), Transfer Agency and Service Agreement (Phoenix Insight Funds Trust)
Data Access and Proprietary Information. 5.01 5.1 The Fund acknowledges Funds acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Funds by the Bank HASCO as part of the Fund's their ability to access certain Fund and shareholder-related data ("Customer Data") maintained by the Bank on HASCO or a Sub-Agent in data bases under the control and ownership of HASCO or the Bank ("Data Access Services") Sub-Agent constitute copyrighted, trade secret, or other proprietary information (collectively, "“Proprietary Information"”) of substantial value to HASCO, the BankSub-Agent or other third party. For the avoidance of doubt, Proprietary Information does not include Nonpublic Personal Information. The Fund agrees Funds agree to treat all Proprietary Information as proprietary to HASCO or the Bank Sub-Agent and further agrees agree that it they shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees Funds agree for itself themselves and its their employees and agents:
(a) to access Customer Data HASCO’s or the Sub-Agent’s databases solely from locations as may be designated in writing by the Bank HASCO and solely in accordance with HASCO’s or the Bank's Sub-Agent’s applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's HASCO’s instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankHASCO;
(e) that the Fund Funds shall have access only to those authorized transactions agreed upon by the parties;; and
(f) to honor all reasonable written requests made by the Bank HASCO to protect at the Bank's HASCO’s expense the rights of HASCO or the Bank Sub-Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. .
5.2 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.3 If the Fund notifies the Bank Funds notify HASCO that any of the Data Access Services data services do not operate in material compliance with the most recently issued user documentation for such services, the Bank HASCO shall endeavor in a timely manner to correct such failure. Organizations from which the Bank HASCO may obtain certain data included in the Data Access Services data services provided by or on behalf of HASCO are solely responsible for the contents of such data and the Fund agrees Funds agree to make no claim against the Bank HASCO arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. SUCH DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK HASCO EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Hartford Mutual Funds Ii Inc), Transfer Agency and Service Agreement (Hartford Mutual Funds Inc/Ct)
Data Access and Proprietary Information. 5.01 5.1 The Fund Trust acknowledges that the data basesdatabases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Bank Transfer Agent as part of the Fund's Trust’s ability to access certain Trust-related data ("“Customer Data"Information”) maintained by the Bank Transfer Agent or another third party on data bases databases under the control and ownership of the Bank Transfer Agent ("“Data Access Services"”) constitute copyrighted, trade secret, or other proprietary information (collectively, "“Proprietary Information"”) of substantial value to the BankTransfer Agent or another third party. In no event shall Proprietary Information be deemed Authorized Participant information or the confidential information of the Trust. In no event shall Customer Information be deemed Proprietary Information. The Fund Trust and each Portfolio agrees to treat all Proprietary Information as proprietary to the Bank Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its officers, trustees, employees and their agents, to:
(ai) to access Customer Data use such programs and databases solely on the Trust’s, or such agents’ computers, or solely from locations as may be designated in writing by equipment at the Bank location(s) agreed to between the Trust and the Transfer Agent, and solely in accordance with the Bank's Transfer Agent’s applicable user documentation;
(bii) to refrain from copying or duplicating in any way the Proprietary Information;
(ciii) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Bank's Transfer Agent’s instructions;
(div) to refrain from causing or allowing third-party data acquired hereunder Proprietary Information transmitted from being the Transfer Agent’s computers to the Trust’s, or such agents’ computer to be retransmitted to any other computer facility or other location, except with the prior written consent of the BankTransfer Agent;
(ev) that allow the Fund shall Trust or such agents to have access only to those authorized transactions agreed upon by the partiesTrust and the Transfer Agent;
(fvi) to honor all reasonable written requests made by the Bank Transfer Agent to protect at the Bank's Transfer Agent’s expense the rights of the Bank Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party .
5.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Article 5. The obligations any of the foregoing items that are or become publicly available without breach of this Article shall survive any earlier termination Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
5.02 5.3 Notwithstanding any other provision to the contrary, the Trust may disclose Proprietary Information in the event that it is required to be disclosed by law or in a judicial or administrative proceeding, or by an appropriate regulatory authority having jurisdiction over the Trust; provided that all reasonable legal remedies for maintaining such information in confidence have been exhausted including but not limited to giving the Transfer Agent as much advance notice of the possibility of such disclosure as practical so the Transfer Agent may attempt to stop such disclosure or obtain a protective order concerning such disclosure.
5.4 If the Fund Trust notifies the Bank Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Bank Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Fund Trust agrees to make no claim against the Bank Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. THE BANK TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 5.5 If the transactions available to the Fund Trust include the ability to originate electronic instructions to the Bank Transfer Agent in order to (i) effect the transfer or movement of cash or Shares Creation Units or (ii) transmit Shareholder Authorized Participant information or other information (such transactions constituting a "COEFI")information, then in such event the Bank Transfer Agent shall be entitled to rely on the validity and authenticity of such an instruction made by the Trust or any of their officers, employees, agents or subcontractors who have been designated by the Trust as Authorized Persons without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank Transfer Agent from time to time.
5.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
5.7 Notwithstanding Section 5.1, the Trust is granted a non-exclusive, non-transferable and perpetual right to use reports generated in connection with the Trust’s receipt of transfer agency services hereunder; provided, however, that (i) such use is limited to the Trust’s internal business purposes and (ii) such reports may not be re-distributed by the Trust except in the ordinary course of its business to Authorized Participants and internal organizations for informational purposes.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (John Hancock Exchange-Traded Fund Trust), Transfer Agency and Service Agreement (John Hancock Exchange-Traded Fund Trust)
Data Access and Proprietary Information. 5.01 6.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating duplication in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5Section 6. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 6.2 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included include in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 6.3 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Pillar Funds), Transfer Agency and Service Agreement (Pillar Funds)
Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals other information furnished to the Fund by the Bank as part of are provided solely in connection with the Fund's ability to access certain related data ("Customer Data") maintained by the Bank on data bases services rendered under the control this Agreement and ownership of the Bank ("Data Access Services") constitute copyrighted, copyrighted trade secret, secrets or other proprietary information (collectively, "Proprietary Information") of substantial value to the Bank. Such databases, programs, formats, designs, techniques and other information are collectively referred to below as "Proprietary Information." The Fund agrees to that it shall treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:not
(a) to access Customer Data use such programs and databases (i) solely on the Fund computers, or (ii) solely from equipment at the locations as may be designated in writing by agreed to between the Fund and the Bank and solely (iii) in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Funds' computers) any part of any Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of programs, data or other information not owned by the Proprietary InformationFund, and if such access is inadvertently accidentally obtained, to inform in a timely manner of such fact respect and dispose of such information in accordance with safeguard the Bank's instructionssame Proprietary Information;
(d) to refrain from causing or allowing third-party data acquired hereunder information transmitted from being the Bank's computer to the Funds' terminal to be retransmitted to any other computer facility terminal or other location, device except with the prior written consent of as expressly permitted by the Bank, (such permission not to be unreasonably withheld);
(e) that the Fund shall have access only to those authorized transactions as agreed upon by to between the parties;Fund and the Bank; and
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreementapplicable statues.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 2 contracts
Samples: Registrar, Transfer Agency and Service Agreement (Blackrock Pennsylvania Strategic Municipal Trust), Registrar, Transfer Agency and Service Agreement (Blackrock Strategic Municipal Trust)
Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
: (a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
; (b) to refrain from copying or duplicating in any way the Proprietary Information;
; (c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
; (d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
; (e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
; (f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Valiant Fund), Transfer Agency and Service Agreement (Lexington Global Technology Fund Inc)
Data Access and Proprietary Information. 5.01 5.1 The Fund Company acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Company by the Bank HISC as part of the Fund's its ability to access certain Company-related data ("Customer Data") maintained by the Bank HISC on data bases under the control and ownership of the Bank HISC ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankHISC or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank HISC and further agrees agree that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Company agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank HISC and solely in accordance with the BankHISC's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the BankHISC's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankHISC;
(e) that the Fund Company shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank HISC to protect at the BankHISC's expense the rights of the Bank HISC in Proprietary Information at common law, under federal copyright law and under other federal or state law. .
5.2 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.3 If the Fund Company notifies the Bank HISC that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank HISC shall endeavor in a timely manner to correct such failure. Organizations from which the Bank HISC may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Company agrees to make no claim against the Bank HISC arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK HISC EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Hartford HLS Series Fund Ii Inc), Transfer Agency and Service Agreement (Hartford Series Fund Inc)
Data Access and Proprietary Information. 5.01 6.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank NFDS as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank NFDS on data bases under the control and ownership of the Bank NFDS ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankNFDS or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank NFDS and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank NFDS and solely in accordance with the Bank's NFDS' applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's NFDS' instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankNFDS;
(e) that the Fund shall have access only to those authorized transactions (e.g. look-ups) agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank NFDS to protect at the Bank's NFDS' expense the rights of the Bank NFDS in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 6.2 If the Fund notifies the Bank NFDS that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank NFDS shall endeavor in a timely manner to correct such failure. Organizations from which the Bank NFDS may obtain certain data (i.e., NSCC, 401(k) third party administrators included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank NFDS arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK NFDS EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 6.3 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank NFDS in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank NFDS shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank NFDS from time to time. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 6. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (American General Series Portfolio Co 2), Transfer Agency and Service Agreement (American General Series Portfolio Co 2)
Data Access and Proprietary Information. 5.01 5.1 The Fund Trust acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Bank as part of the FundTrust's ability to access certain Trust-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund Trust agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunderhereunder and as may be required in the ordinary course of the Trust's business. Without limiting the foregoing, the Fund Trust agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Bank in a timely manner of such fact upon discovery of such unauthorized access and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data the Proprietary Information acquired hereunder from being retransmitted to any other computer facility or other location, except as may be required in the ordinary course of the Trust's business with the prior written consent of the Bank;
(e) that the Fund Trust shall have access only to those authorized transactions [in Proprietary Information?] agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section 5.1 shall survive any earlier termination of this Agreement.
5.02 5.2 If the Fund Trust notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Trust agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 5.3 If the transactions available to the Fund Trust include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Fresco Index Shares Funds)
Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases6.1 THE FUND ACKNOWLEDGES THAT THE DATA BASES, computer programsCOMPUTER PROGRAMS, screen formatsSCREEN FORMATS, report formatsREPORT FORMATS, interactive design techniquesINTERACTIVE DESIGN TECHNIQUES, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain related data AND DOCUMENTATION MANUALS FURNISHED TO THE FUND BY BOSTON FINANCIAL AS PART OF THE FUND'S ABILITY TO ACCESS CERTAIN FUND-RELATED DATA ("Customer DataCUSTOMER DATA") maintained by the Bank on data bases under the control and ownership of the Bank MAINTAINED BY BOSTON FINANCIAL ON DATA BASES UNDER THE CONTROL AND OWNERSHIP OF BOSTON FINANCIAL ("Data Access ServicesDATA ACCESS SERVICES") constitute copyrightedCONSTITUTE COPYRIGHTED, trade secretTRADE SECRET, or other proprietary information OR OTHER PROPRIETARY INFORMATION (collectivelyCOLLECTIVELY, "Proprietary InformationPROPRIETARY INFORMATION") of substantial value to the BankOF SUBSTANTIAL VALUE TO BOSTON FINANCIAL OR OTHER THIRD PARTY. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunderIN NO EVENT SHALL PROPRIETARY INFORMATION BE DEEMED CUSTOMER DATA. Without limiting the foregoingTHE FUND AGREES TO TREAT ALL PROPRIETARY INFORMATION AS PROPRIETARY TO BOSTON FINANCIAL AND FURTHER AGREES THAT IT SHALL NOT DIVULGE TO ANY PERSON OR ORGANIZATION EXCEPT AS MAY BE PROVIDED HEREUNDER. WITHOUT LIMITING THE FOREGOING, the Fund agrees for itself and its employees and agentsTHE FUND AGREES FOR ITSELF AND ITS EMPLOYEES AND AGENTS:
(a) to access Customer Data solely from locations as may be designated in writing by Boston Financial and agreed to by the Bank Fund and solely in accordance with the Bank's Boston Financial' applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's Boston Financial' instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankBoston Financial;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;; and
(f) to honor all reasonable written requests made by the Bank Boston Financial to protect at the BankBoston Financial's expense the rights of the Bank Boston Financial in Proprietary Information at common law, under federal copyright law and under other federal or state State law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5Section 6. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 6.2 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank Boston Financial in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank Boston Financial shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank Fund and Boston Financial from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Tiaa Cref Institutional Mutual Funds)
Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals other information furnished to the Fund by the Bank as part of are provided solely in connection with the Fund's ability to access certain related data ("Customer Data") maintained by the Bank on data bases services rendered under the control this Agreement and ownership of the Bank ("Data Access Services") constitute copyrighted, copyrighted trade secret, secrets or other proprietary information (collectively, "Proprietary Information") of substantial value to the Bank. Such databases, programs, formats, designs, techniques and other information are collectively referred to below as "Proprietary Information." The Fund agrees to that it shall treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided expressly permitted hereunder. Without limiting the foregoing, the The Fund agrees for itself and its employees and agents:: 7
(a) to access Customer Data use such programs and databases (i) solely on the Fund computers, or (ii) solely from equipment at the locations as may be designated in writing by agreed to between the Fund and the Bank and solely (iii) in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Funds' computers) any part of any Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of programs, data or other information not owned by the Proprietary InformationFund, and if such access is inadvertently accidentally obtained, to inform in a timely manner of such fact respect and dispose of such information in accordance with safeguard the Bank's instructionssame Proprietary Information;
(d) to refrain from causing or allowing third-party data acquired hereunder information transmitted from being the Bank's computer to the Funds' terminal to be retransmitted to any other computer facility terminal or other location, device except with the prior written consent of as expressly permitted by the Bank, (such permission not to be unreasonably withheld);
(e) that the Fund shall have access only to those authorized transactions as agreed upon by to between the parties;Fund and the Bank; and
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreementapplicable statues.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Data Access and Proprietary Information. 5.01 6.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5Section 6. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 6.2 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely 6 9 responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 6.3 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Warburg Pincus Money Market Fund Inc)
Data Access and Proprietary Information. 5.01 5.1 The Fund acknowledges Funds acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Funds by the Bank HASCO as part of the Fund's their ability to access certain Funds- related data ("Customer Data") maintained by the Bank HASCO on data bases under the control and ownership of the Bank HASCO ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankHASCO or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees Funds agree to treat all Proprietary Information as proprietary to the Bank HASCO and further agrees agree that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees Funds agree for itself themselves and its their employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank HASCO and solely in accordance with the Bank's HASCO' applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's HASCO' instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankHASCO;
(e) that the Fund Funds shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank HASCO to protect at the Bank's HASCO' expense the rights of the Bank HASCO in Proprietary Information at common law, under federal copyright law and under other federal or state law. .
5.2 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.3 If the Fund notifies the Bank Funds notify HASCO that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank HASCO shall endeavor in a timely manner to correct such failure. Organizations from which the Bank HASCO may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees Funds agree to make no claim against the Bank HASCO arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK HASCO EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Hartford Mutual Funds Inc/Ct)
Data Access and Proprietary Information. 5.01 5.1. The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third part ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other such third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data Proprietary Information acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of to the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Notwithstanding the above, nothing in the agreement shall restrict the ability of the Fund to obtain access to or make copies of, or otherwise use freely, all Customer Data in the Bank's possession or control, or shall be read to derogate from the Fund's sole legal ownership thereof. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.2. If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 5.3. If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to timetime and agreed to in advance by the Fund.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Mentor Variable Investment Portfolios)
Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases, computer programs, screen formatsformat, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired required hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;; 6
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the the. Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or of Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Variable Investors Series Trust /Ma/)
Data Access and Proprietary Information. 5.01 5.1 The Fund Trust acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Bank as part of the FundTrust's ability to access certain Trust-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute 6 copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund Trust agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund Trust shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.2 If the Fund Trust notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Trust agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Index Exchange Listed Securities Trust)
Data Access and Proprietary Information. 5.01 7.1. The Fund Transfer Agent acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Transfer Agent by the Bank as part of Servicing Agent in connection with the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank Servicing Agent on data bases under the control and ownership of the Bank Servicing Agent ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankServicing Agent or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund Transfer Agent agrees to treat all Proprietary Information as proprietary to the Bank Servicing Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunderhereunder or as required by law. Without limiting the foregoing, the Fund Transfer Agent agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank Servicing Agent and solely in accordance with the BankServicing Agent's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Servicing Agent in a timely manner of such fact and dispose of such information in accordance with the BankServicing Agent's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankServicing Agent;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank Servicing Agent to protect at the BankServicing Agent's expense the rights of the Bank Servicing Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5Section 7. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 7.2. If the Fund Transfer Agent notifies the Bank Servicing Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank Servicing Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Bank Servicing Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Transfer Agent agrees to make no claim against the Bank Servicing Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK SERVICING AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 7.3. If the transactions available to the Fund Transfer Agent include the ability to originate electronic instructions to the Bank Servicing Agent in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank Servicing Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank Servicing Agent from time to time.
Appears in 1 contract
Samples: Sub Transfer Agency and Service Agreement (Nylim Institutional Funds)
Data Access and Proprietary Information. 5.01 5.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or a third party, if any, ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or a third party, if any. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior 9 written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;; and
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.2 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 5.3 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the reasonable validity and authenticity of such instruction without undertaking any further inquiry (provided that no circumstances exist that would make the lack of further inquiry unreasonable) as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Baupost Fund)
Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank ALPS as part of the Fund's ability to access certain related data ("Customer Data") maintained by the Bank ALPS on data bases under the control and ownership of the Bank ALPS ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to ALPS. It is understood that Customer Data, which includes data provided to ALPS by or on behalf of the BankFund and records belonging to the Fund pursuant to Section 31 of the Investment Company Act of 1940 as amended (and the Rules thereunder), will not be deemed to be Data Access Services or Proprietary Information. The Fund agrees to treat all Proprietary Information as proprietary to the Bank ALPS and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's ALPS' applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary InformationProprietaryInformation;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's ALPS' instructions;
(d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankALPS;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank ALPS to protect at the Bank's ALPS' expense the rights of the Bank ALPS in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees or independent service contractors of their the obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank ALPS that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank ALPS shall endeavor in a timely manner to correct such failure. Organizations organizations from which the Bank ALPS may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank ALPS arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof, provided that ALPS will comply with all reasonable requests for assistance from the Fund in resolving any claim or other discrepancy the Fund may have with such third party organizations. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASISBASIS (PROVIDED THAT ALPS SHALL CONTINUE TO BE RESPONSIBLE FOR ANY DELAY IN OR OTHER FAILURE OF PERFORMANCE THAT ARISES AS A RESULT OF A MATTER REASONABLY WITHIN ALPS" CONTROL). THE BANK ALPS EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate a customer originated electronic instructions financial instruction to the Bank ALPS in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank ALPS shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with reasonable security procedures established by the Bank ALPS from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Stonebridge Aggressive Growth Fund Inc)
Data Access and Proprietary Information. 5.01 6.1 The Fund acknowledges and Bank hereby represents that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not voluntarily divulge any Proprietary Information to any person or organization except as may be provided hereunderhereunder or as may be required by law. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5Section 6. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 6.2 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 6.3 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (American Skandia Advisor Funds Inc)
Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals other proprietary information furnished to the Fund by the Bank as part of are provided solely in connection with the Fund's ability to access certain related data ("Customer Data") maintained by the Bank on data bases services rendered under the control this Agreement and ownership of the Bank ("Data Access Services") constitute copyrighted, copyrighted trade secret, secrets or other proprietary information (collectively, "Proprietary Information") of substantial value to the Bank. Such databases, programs, formats, designs and techniques are collectively referred to below as "Proprietary Information." The Fund agrees to that it shall treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided expressly permitted hereunder. Without limiting the foregoing, the The Fund agrees for itself and its employees and agents:
(a) to access Customer Data use such programs and databases (i) solely on the Fund computers, or (ii) solely from equipment at the locations as may be designated in writing by agreed to between the Fund and the Bank and solely (iii) in accordance with the Bank's applicable user documentation;
(b) to refrain refrain, from copying or duplicating in any way (other than in the normal course of performing processing on the Funds' computers) any part of any Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of programs, data or other information not owned by the Proprietary InformationFund, and if such access is inadvertently accidentally obtained, to inform in a timely manner of such fact respect and dispose of such information in accordance with safeguard the Bank's instructionssame Proprietary Information;
(d) to refrain from causing or allowing third-party data acquired hereunder proprietary information transmitted from being the Bank's computer to the Funds' terminal to be retransmitted to any other computer facility terminal or other location, device except with as expressly permitted by the prior written consent of the BankBank (such permission not to be unreasonably withheld);
(e) that the Fund shall have access only to those authorized transactions as agreed upon by to between the parties;Fund and the Bank; and
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreementapplicable statutes.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Csam Income Fund)
Data Access and Proprietary Information. 5.01 6.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) excluding the Fund's principal office in Fort Worth, Texas, to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5Section 6. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 6.2 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-third- party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 6.3 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (American Beacon Select Funds)
Data Access and Proprietary Information. 5.01 5.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank HASCO as part of the Fund's their ability to access certain Fund-related data ("“Customer Data"”) maintained by HASCO or the Bank Delegate on data bases under the control and ownership of HASCO or the Bank Delegate ("“Data Access Services"”) constitute copyrighted, trade secret, or other proprietary information (collectively, "“Proprietary Information"”) of substantial value to HASCO, the BankDelegate or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to HASCO or the Bank Delegate and further agrees agree that it they shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank HASCO and solely in accordance with HASCO’s or the Bank's Delegate’s applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's HASCO’s instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankHASCO;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;; and
(f) to honor all reasonable written requests made by the Bank HASCO to protect at the Bank's HASCO’ expense the rights of HASCO or the Bank Delegate in Proprietary Information at common law, under federal copyright law and under other federal or state law. .
5.2 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.3 If the Fund notifies the Bank HASCO that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank HASCO shall endeavor in a timely manner to correct such failure. Organizations from which the Bank HASCO may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank HASCO arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK HASCO EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Hartford Alternative Strategies Fund)
Data Access and Proprietary Information. 5.01 6.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ’s ability to access certain Fund-related data ("“Customer Data"”) maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("“Data Access Services"”) constitute copyrighted, trade secret, or other proprietary information (collectively, "“Proprietary Information"”) of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's ’s applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's ’s instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's ’s expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5Section 6. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 6.2 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 6.3 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Sunamerica Senior Floating Rate Fund Inc)
Data Access and Proprietary Information. 5.01 9.1 The Fund Company acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Company by the Bank Boston Financial as part of the FundCompany's ability to access certain Company-related data ("Customer Data") maintained by the Bank Boston Financial on data bases under the control and ownership of the Bank Boston Financial or other third party including AWD ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBoston Financial or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund Company agrees to treat all Proprietary Information as proprietary to the Bank Boston Financial and further agrees that it shall not divulge any Proprietary Information to on any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Company agrees for itself and its employees and agentsagents to:
(a) to access Customer Data Use such programs and databases solely from locations as may be designated in writing by Boston Financial as agreed upon by the Bank parties and solely in accordance with the BankBoston Financial's applicable user documentation;
(b) to refrain Refrain from copying or duplicating in any way the Proprietary InformationInformation except as agreed upon in writing by Boston Financial;
(c) to refrain Refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the BankBoston Financial's instructions;
(d) to refrain Refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankBoston Financial;
(e) that the Fund shall have access Access only to those authorized transactions agreed upon by the parties;; and
(f) to honor Honor all reasonable written requests made by the Bank Boston Financial to protect at the BankBoston Financial's expense the rights of the Bank Boston Financial in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party .
9.2 Proprietary Information shall take reasonable efforts to advise its employees not include all or any portion of their obligations pursuant to this Article 5. The obligations any of the foregoing items that: (i) are or become publicly available without breach of this Article shall survive Agreement except by virtue of a breach of confidentiality by any earlier termination third party; (ii) are released for general disclosure by a written release by Boston Financial; or (iii) are already in the possession of the receiving party at the time or receipt without obligation of confidentiality or breach of this Agreement.
5.02 9.3 The Company acknowledges that its obligation to protect Boston Financial's proprietary information is essential to the business interest of Boston Financial and that the disclosure of such Proprietary Information or Customer Data is breach of this Agreement would cause Boston Financial immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, Boston Financial shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
9.4 If the Fund Company notifies the Bank Boston Financial that any of the Data Access Services services do not operate in material compliance with the most recently issued user documentation for such services, the Bank Boston Financial shall endeavor in a timely manner to correct such failure. Organizations from which the Bank Boston Financial may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Company agrees to make no claim against the Bank Boston Financial arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK BOSTON FINANCIAL EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions 9.5 Transactions available to the Fund Company may include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder Boston Financial about Customer information or other information (information. In such transactions constituting a "COEFI")event, then in such event the Bank Boston Financial shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank Boston Financial from time to time.
9.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this SECTION 9. The obligations of this Section shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Service Agreement (Vel Ii Account of Allmerica Financial Life Ins & Ann Co)
Data Access and Proprietary Information. 5.01 5.1 The Fund acknowledges Funds acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Funds by the Bank HASCO as part of the Fund's their ability to access certain Funds-related data ("“Customer Data"”) maintained by the Bank HASCO on data bases under the control and ownership of the Bank HASCO ("“Data Access Services"”) constitute copyrighted, trade secret, or other proprietary information (collectively, "“Proprietary Information"”) of substantial value to the BankHASCO or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees Funds agree to treat all Proprietary Information as proprietary to the Bank HASCO and further agrees agree that it they shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees Funds agree for itself themselves and its their employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank HASCO and solely in accordance with the Bank's HASCO’s applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's HASCO’s instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankHASCO;
(e) that the Fund Funds shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank HASCO to protect at the Bank's HASCO’ expense the rights of the Bank HASCO in Proprietary Information at common law, under federal copyright law and under other federal or state law. .
5.2 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.3 If the Fund notifies the Bank Funds notify HASCO that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank HASCO shall endeavor in a timely manner to correct such failure. Organizations from which the Bank HASCO may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees Funds agree to make no claim against the Bank HASCO arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK HASCO EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Hartford HLS Series Fund Ii Inc)
Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases, computer programs, screen formatsformat, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired required hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.,
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or of Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Aga Series Trust)
Data Access and Proprietary Information. 5.01 5.1 The Fund Trust acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Bank as part of the FundTrust's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund Trust agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
; (b) to refrain from copying or duplicating in any way the Proprietary Information;
; (c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
; (d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Crabbe Huson Small Cap Fund)
Data Access and Proprietary Information. 5.01 5.1 The Fund Trust acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Bank as part of the Fund's Trust’s ability to access certain Trust-related data ("“Customer Data"”) maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("“Data Access Services"”) constitute copyrighted, trade secret, or other proprietary information (collectively, "“Proprietary Information"”) of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund Trust agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's ’s applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's ’s instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund Trust shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's ’s expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.2 If the Fund Trust notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Trust agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 5.3 If the transactions available to the Fund Trust include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Select Sector SPDR Trust)
Data Access and Proprietary Information. 5.01 6.01 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-third- party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the partiesFund and the Bank;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party The Fund and the Bank shall each take reasonable efforts to advise its employees of their obligations pursuant to this Article 56. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 6.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 6.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.or
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (RBB Fund Inc)
Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases, computer programs, screen formatsformat, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, but not including any Customer Data "Proprietary Information") of substantial value to the Bank. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:Without
(a) to access Customer Data solely from locations as may be designated agreed in writing by the Bank and the Fund and solely in accordance with the Bank's applicable user documentationdocumentation agreed to by the Fund;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Bank in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired required hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees absent any negligence, bad faith, or misfeasance by the Bank, to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to timetime and agreed to by the Fund (which agreement may be established by the Fund's use of such procedure).
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Schroder Series Trust)
Data Access and Proprietary Information. 5.01 5.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank Transfer Agent as part of the Fund's ability to access certain Fund-related data ("Customer DataCUSTOMER DATA") maintained by the Bank Transfer Agent on data bases databases under the control and ownership of the Bank Transfer Agent ("Data Access ServicesDATA ACCESS SERVICES") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary InformationPROPRIETARY INFORMATION") of substantial value to the BankTransfer Agent or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data use such programs and databases (i) solely on the Fund's computers, or solely from locations as may be designated in writing by equipment at the Bank location agreed to between the Fund and the Transfer Agent and (ii) solely in accordance with the BankTransfer Agent's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the BankTransfer Agent's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankTransfer Agent;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank Transfer Agent to protect at the BankTransfer Agent's expense the rights of the Bank Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.2 If the Fund notifies the Bank Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Bank Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 5.3 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank Transfer Agent in order to (i) effect the transfer or movement of cash or Shares Creation Units or (ii) transmit Shareholder Authorized Participant information or other information (such transactions constituting a "COEFI")information, then in such event the Bank Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank Transfer Agent from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Rydex Etf Trust)
Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases, computer programs, screen formatsformat, report formats, interactive design techniques, and documentation manuals (collectively, "Proprietary Information") furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired required hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner use its best efforts to promptly correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.accuracy
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (JPM Pierpont Funds)
Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall Shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Administration Agreement (Stewart W P & Co Growth Fund Inc)
Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankSank. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Registrar, Transfer Agency and Service Agreement (Blackrock Insured Municipal 2008 Term Trust Inc)
Data Access and Proprietary Information. 5.01 The Fund Transfer Agent acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Transfer Agent by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund Transfer Agent agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Transfer Agent agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other unauthorized computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund Transfer Agent shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund Transfer Agent notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Transfer Agent agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund Transfer Agent include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.a
Appears in 1 contract
Samples: Sub Transfer Agency and Service Agreement (Conestoga Family of Funds)
Data Access and Proprietary Information. 5.01 5.1 The Fund Corporation acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Corporation by the Bank as part of the FundCorporation's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund Corporation agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Corporation agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund Corporation shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.2 If the Fund Corporation notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Corporation agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 5.3 If the transactions available to the Fund Corporation include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Sunamerica Strategic Investment Series Inc)
Data Access and Proprietary Information. 5.01 (a) The Fund Transfer Agent acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Transfer Agent by the Bank State Street as part of the FundTrust's ability to access certain Trust-related data ("Customer Data") maintained by the Bank State Street on data bases under the control and ownership of the Bank State Street or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankState Street or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund Transfer Agent agrees to treat all Proprietary Information as proprietary to the Bank State Street and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Transfer Agent agrees for itself and its respective employees and agents:
(ai) to access Customer Data solely from locations as may be designated in writing by the Bank State Street and solely in accordance with the BankState Street's applicable user documentation;
(bii) to refrain from copying or duplicating in any way the Proprietary Information;
(ciii) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the BankState Street's instructions;
(div) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other unauthorized computer facility or other location, except with the prior written consent of the BankState Street;
(ev) that the Fund shall to have access only to those authorized transactions agreed upon by the parties;; and
(fvi) to honor all reasonable written requests made by the Bank State Street to protect at the BankState Street's expense the rights of the Bank State Street in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section 5 shall survive any earlier termination of this Agreement.
5.02 (b) If the Fund Transfer Agent notifies the Bank State Street that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank State Street shall endeavor in a timely manner to correct such failure. Organizations from which the Bank State Street may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Transfer Agent agrees to make no claim against the Bank State Street arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK STATE STREET EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 (c) If the transactions available to the Fund Transfer Agent include the ability to originate electronic instructions to the Bank State Street in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank State Street shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank State Street from time to time.
Appears in 1 contract
Samples: Sub Transfer Agency Agreement (Lindner Investments)
Data Access and Proprietary Information. 5.01 6.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;; and
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5Section 6. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 6.2 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 6.3 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Monitor Funds)
Data Access and Proprietary Information. 5.01 6 8 6.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5Section 6. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Warburg Pincus Intern Small Co Fd Inc)
Data Access and Proprietary Information. 5.01 6.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;,
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5Section 6. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 6.2 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 6.3 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to to: (i) effect the transfer or movement of cash or Shares Shares; or (ii) transmit Shareholder information or other information (information. In such transactions constituting a "COEFI")event, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Selected Capital Preservation Trust)
Data Access and Proprietary Information. 5.01 6.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5Section 6. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 6.1 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 6.2 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (American Pension Investors Trust)
Data Access and Proprietary Information. 5.01 The Fund Trust acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals other information furnished to the Fund Trust by the Bank as part of are provided solely in connection with the Fund's ability to access certain related data ("Customer Data") maintained by the Bank on data bases services rendered under the control this Agreement and ownership of the Bank ("Data Access Services") constitute copyrighted, copyrighted trade secret, secrets or other proprietary information (collectively, "Proprietary Information") of substantial value to the Bank. Such databases, programs, formats, designs, techniques and other information are collectively referred to below as "Proprietary Information." The Fund Trust agrees to that it shall treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided expressly permitted hereunder. Without limiting the foregoing, the Fund The Trust agrees for itself and its employees and agents:
(a) to access Customer Data use such programs and databases (i) solely on the Trust computers, or (ii) solely from equipment at the locations as may be designated in writing by agreed to between the Trust and the Bank and solely (iii) in accordance with the Bank's applicable user documentation;
; (b) to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Trusts' computers) any part of any Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of programs, data or other information not owned by the Proprietary InformationTrust, and if such access is inadvertently accidentally obtained, to inform in a timely manner of such fact respect and dispose of such information in accordance with safeguard the Bank's instructionssame Proprietary Information;
(d) to refrain from causing or allowing third-party data acquired hereunder information transmitted from being the Bank's computer to the Trusts' terminal to be retransmitted to any other computer facility terminal or other location, device except with as expressly permitted by the prior written consent of the BankBank (such permission not to be unreasonably withheld);
(e) that the Fund Trust shall have access only to those authorized transactions as agreed upon by to between the parties;Trust and the Bank; and
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreementapplicable statues.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund Trust include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Data Access and Proprietary Information. 5.01 5.1 The Fund acknowledges Funds acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Funds by the Bank HASCO as part of the Fund's their ability to access certain Funds-related data ("Customer Data") maintained by the Bank HASCO on data bases under the control and ownership of the Bank HASCO ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankHASCO or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees Funds agree to treat all Proprietary Information as proprietary to the Bank HASCO and further agrees agree that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees Funds agree for itself themselves and its their employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank HASCO and solely in accordance with the BankHASCO's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the BankHASCO's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankHASCO;
(e) that the Fund Funds shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank HASCO to protect at the Bank's HASCO' expense the rights of the Bank HASCO in Proprietary Information at common law, under federal copyright law and under other federal or state law. .
5.2 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.3 If the Fund notifies the Bank Funds notify HASCO that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank HASCO shall endeavor in a timely manner to correct such failure. Organizations from which the Bank HASCO may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees Funds agree to make no claim against the Bank HASCO arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK HASCO EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Hartford Mutual Funds Inc/Ct)
Data Access and Proprietary Information. 5.01 5.1 The Fund acknowledges and ASFS acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank State Street as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank State Street on data bases under the control and ownership of the Bank State Street or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankState Street or other third party. The Fund In no event shall Proprietary Information be deemed Customer Data. Each party agrees to treat all Proprietary Information as proprietary to the Bank State Street and further agrees that it shall not voluntarily divulge any Proprietary Information to any person or organization except as may be provided hereunderhereunder or as may be required by law. Without limiting the foregoing, the Fund each party agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank State Street and solely in accordance with the BankState Street's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform State Street in a timely manner of such fact and dispose of such information in accordance with the BankState Street's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankState Street;
(e) that the Fund and ASFS shall have access only to those authorized transactions agreed upon by between the partiesFund and State Street;
(f) to honor all reasonable written requests made by the Bank State Street to protect at the BankState Street's expense the rights of the Bank State Street in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5Section 6. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.2 If ASFS notifies the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank Fund shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents notify State Street of such data failure and, to the extent practicable, assert its contractual rights in an effort to have failure corrected by State Street.
5.3 ASFS and the Fund agrees acknowledge that State Street is entitled to make no claim against rely on the Bank arising out validity and authenticity of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to electronic instructions provided by ASFS or the Fund include the ability to originate electronic instructions to the Bank State Street in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank State Street from time to time.
Appears in 1 contract
Samples: Shareholder Services Agreement (American Skandia Advisor Funds Inc)
Data Access and Proprietary Information. 5.01 The Fund Each Portfolio acknowledges that the data bases, computer programs, screen formatsformat, report formats, interactive design techniques, and documentation manuals (collectively, "Proprietary Information") furnished to the Fund Portfolio by the Bank as part of the FundPortfolio's ability to access certain Portfolio-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. The Fund In no event shall Proprietary Information be deemed Customer Data. Each Portfolio agrees to treat all Proprietary Information as proprietary to the Bank and further further
I: dsfndlgl\usfi\port\amend6.txt agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund each Portfolio agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired required hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
; (e) that the Fund Portfolio shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Us Fixed Income Portfolio)
Data Access and Proprietary Information. 5.01 5.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank HASCO as part of the Fund's their ability to access certain Fund-related data ("Customer Data") maintained by the Bank HASCO on data bases under the control and ownership of the Bank HASCO ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankHASCO or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank HASCO and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself themselves and its their employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank HASCO and solely in accordance with the Bank's HASCO' applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's HASCO' instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankHASCO;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank HASCO to protect at the Bank's HASCO' expense the rights of the Bank HASCO in Proprietary Information at common law, under federal copyright law and under other federal or state law. .
5.2 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.3 If the Fund notifies the Bank HASCO that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank HASCO shall endeavor in a timely manner to correct such failure. Organizations from which the Bank HASCO may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank HASCO arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK HASCO EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Hartford Fortis Series Fund Unc)
Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases, computer programs, screen formatsformat, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Bank. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired required hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE AVAILABLE, BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or of Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Gabelli Money Market Funds)
Data Access and Proprietary Information. 5.01 6.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform infirm in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5Section 6. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 6.2 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.. 103
5.03 6.3 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Treasurers Fund Inc /Md/)
Data Access and Proprietary Information. 5.01 The 7.1 Each Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank DST AMS as part of the Fund's ’s ability to access certain Fund-related data ("Customer Data") maintained by the Bank DST AMS on data bases under the control and ownership of the Bank DST AMS or other third party ("“Data Access Services"”) constitute copyrighted, trade secret, or other proprietary information (collectively, "“Proprietary Information"”) of substantial value to the BankDST AMS or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees Funds agree to treat all Proprietary Information as proprietary to the Bank DST AMS and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the each Fund agrees for itself and its employees and agents:
(a) 7.1.1 to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's DST AMS’ applicable user documentationdocumentation as provided to the Trust or made available on an applicable customer center web site;
(b) 7.1.2 to refrain from copying or duplicating in any way the Proprietary Information;
(c) 7.1.3 to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's DST AMS’ instructions;
(d) 7.1.4 to refrain from causing or allowing third-party data the Proprietary Information acquired hereunder from being retransmitted to any other computer facility or other locationused by a third party for its own benefit, except with the prior written consent of DST AMS, provided however the BankFund may store the information transmitted from DST AMS’ databases and make available such information to each Fund, its agents and its affiliates and service providers as necessary;
(e) 7.1.5 that the Fund Funds shall have access only to those authorized transactions agreed upon by the parties;; and
(f) 7.1.6 to honor all reasonable written requests made by the Bank DST AMS to protect at the Bank's DST AMS’ expense the rights of the Bank DST AMS in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5Section 7 and Section 15. The obligations of this Article these Sections shall survive any earlier termination of this Agreement.
5.02 7.2 If the Fund Trust notifies the Bank DST AMS that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank DST AMS shall endeavor in a timely manner to correct such failure. Organizations from which the Bank DST AMS may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Trust agrees to make no claim against the Bank DST AMS arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK DST AMS EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 7.3 If the transactions available to the Fund Trust include the ability to originate electronic instructions to the Bank DST AMS in order to (ia) effect the transfer or movement of cash or Shares or (iib) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank DST AMS shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank DST AMS from time to time.
7.4 DST AMS will maintain at each service location physical and information security requirements (“Information Security Requirements”) that are reasonably designed to protect against the destruction, loss, theft, unauthorized access, unauthorized use, or alteration of the Funds’ Confidential Information (as defined in Section 15), including any non-public personal information of the Funds’ shareholders (“Customer Data”), in the possession of DST AMS. DST AMS has provided the Trust with a schedule of the Information Security Requirements, attached hereto as Schedule 7.4 Information Security Requirements and agrees to comply with such Information Security Requirements in the performance of its services under this Agreement. During the term of this Agreement, DST AMS further agrees to maintain such Information Security Requirements at a level that will be no less rigorous than those in place at the effective date of this Agreement. DST AMS will, at a minimum, update its Information Security Requirements to remain compliant with regulatory requirements applicable to DST AMS and its services. DST AMS will meet with the Trust, annually and/or at its request, to discuss the Information Security Requirements, including any updates thereto.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Dodge & Cox Funds)
Data Access and Proprietary Information. 5.01 5.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank HASCO as part of the Fund's its ability to access certain Fund-related data ("Customer Data") maintained by the Bank HASCO on data bases under the control and ownership of the Bank HASCO ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankHASCO or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank HASCO and further agrees agree that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank HASCO and solely in accordance with the Bank's HASCO' applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's HASCO' instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankHASCO;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank HASCO to protect at the Bank's HASCO' expense the rights of the Bank HASCO in Proprietary Information at common law, under federal copyright law and under other federal or state law. .
5.2 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.3 If the Fund notifies the Bank HASCO that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank HASCO shall endeavor in a timely manner to correct such failure. Organizations from which the Bank HASCO may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank HASCO arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK HASCO EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Fortis Series Fund Inc)
Data Access and Proprietary Information. 5.01 5.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related share activity and shareholder data ("Customer Data") maintained by the Bank on data bases databases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data or Customer Data be deemed Proprietary Information. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and itself, its employees employees, officers and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary InformationInformation except for use in reports prepared for the Fund's officers or directors or for use in reports prepared for the Fund by the Fund's service providers;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its officers or employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.2 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor make best efforts in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 5.3 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares CB Shares(SM) or (ii) transmit Shareholder shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with reasonable security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Countrybasket Index Fund Inc /Ny/)
Data Access and Proprietary Information. 5.01 6.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely 11 manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) excluding the Fund's principal office in Fort Worth, Texas, to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5Section 6. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 6.2 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 6.3 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.. 12
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (American Aadvantage Funds)
Data Access and Proprietary Information. 5.01 The Fund ALPS acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Bank as part of the FundTrust's ability to access certain related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Bank. It is understood that Customer Data, which includes data provided to the Bank by or on behalf of the Trust and records belonging to the Trust pursuant to Section 31 of The Fund Investment Company Act of 1940, as amended (and the Rules thereunder), will not be deemed to be Data Access Services or Proprietary Information. ALPS agrees to treat all Proprietary Information provided to the Trust as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund ALPS agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund ALPS shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights right of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees or independent service contractors of their the obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund ALPS notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund ALPS agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof, provided that the Bank will comply with all reasonable requests for assistance from ALPS in resolving any claim or other discrepancy ALPS may have with such third party organizations. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASISBASIS (PROVIDED THAT THE BANK SHALL CONTINUE TO BE RESPONSIBLE FOR ANY DELAY IN OR OTHER FAILURE OF PERFORMANCE THAT ARISES AS A RESULT OF A MATTER REASONABLY WITHIN THE BANK'S CONTROL). THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund ALPS include the ability to originate customer originated electronic instructions financial instruction to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with reasonable security procedures established by ALPS and the Bank from time to time.
Appears in 1 contract
Samples: Sub Transfer Agency and Service Agreement (Financial Investors Trust)
Data Access and Proprietary Information. 5.01 The Fund acknowledges Funds acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Funds by the Bank Transfer Agent as part of the Fund's Funds’ ability to access certain Fund-related data ("“Customer Data"”) maintained by the Bank Transfer Agent on data bases under the control and ownership of the Bank Transfer Agent or other third party ("“Data Access Services"”) constitute copyrighted, trade secret, or other proprietary information (collectively, "“Proprietary Information"”) of substantial value to the BankTransfer Agent or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees Funds agree to treat all Proprietary Information as proprietary to the Bank Transfer Agent and further agrees agree that it they shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the each Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank Transfer Agent and solely in accordance with the Bank's Transfer Agent’s applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's Transfer Agent’s instructions;
(d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankTransfer Agent;
(e) that the Fund Funds shall have access only to those authorized transactions agreed upon by the parties;; and
(f) to honor all reasonable written requests made by the Bank Transfer Agent to protect at the Bank's Transfer Agent’s expense the rights of the Bank Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund Trust notifies the Bank Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Bank Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Trust agrees to make no claim against the Bank Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT THOSE EXPRESSLY STATED HEREIN, THE BANK TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund Funds include the ability to originate electronic instructions to the Bank Transfer Agent in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "“COEFI"”), then in such event the Bank Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank Transfer Agent from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Virtus Alternative Solutions Trust)
Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases, computer programs, screen formatsformat, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Bank. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired required hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or of Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Park Avenue Portfolio)
Data Access and Proprietary Information. 5.01 The Fund Trust acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Trust by the Bank ALPS as part of the Fund's Trust’s ability to access certain related data ("“Customer Data"”) maintained by the Bank ALPS on data bases under the control and ownership of the Bank ALPS ("“Data Access Services"”) constitute copyrighted, trade secret, or other proprietary information (collectively, "“Proprietary Information"”) of substantial value to ALPS. It is understood that Customer Data, which includes data provided to ALPS by or on behalf of the BankTrust and records belonging to the Trust pursuant to Section 31 of the Investment Company Act of 1940 as amended (and the Rules there under), will not be deemed to be Data Access Services or Proprietary Information. The Fund Trust agrees to treat all Proprietary Information as proprietary to the Bank ALPS and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Trust agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's ALPS’ applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's ALPS’ instructions;
(d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankALPS;
(e) that the Fund Trust shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank ALPS to protect at the Bank's ALPS’ expense the rights of the Bank ALPS in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees or independent service contractors of their the obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund Trust notifies the Bank ALPS that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank ALPS shall endeavor in a timely manner to correct such failure. Organizations from which the Bank ALPS may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Trust agrees to make no claim against the Bank ALPS arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof, provided that ALPS will comply with all reasonable requests for assistance from the Trust in resolving any claim or other discrepancy the Trust may have with such third party organizations. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASISBASIS (PROVIDED THAT ALPS SHALL CONTINUE TO BE RESPONSIBLE FOR ANY DELAY IN OR OTHER FAILURE OF PERFORMANCE THAT ARISES AS A RESULT OF A MATTER REASONABLY WITHIN ALPS’ CONTROL). THE BANK ALPS EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund Trust include the ability to originate a customer originated electronic instructions financial instruction to the Bank ALPS in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "“COEFI"”), then in such event the Bank ALPS shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with reasonable security procedures established by the Bank ALPS from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Financial Investors Trust)
Data Access and Proprietary Information. 5.01 6.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to 14 access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) excluding the Fund's principal office in Fort Worth, Texas, to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5Section 6. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 (a) The Bank acknowledges that the data, computer programs, report formats, manuals, records or 15 other information concerning the AAdvantage Account furnished to the Bank by the Fund or AA as part of the Bank's obligation to calculate and report AAdvantage Miles, as well as any other information identified in writing by the Fund as confidential immediately prior to or immediately after disclosure by the Fund to the Bank, constitutes the confidential information of the Fund ("Fund Confidential Information")
(b) The Bank agrees (i) to hold and maintain in strictest confidence and not to reveal or disclose the Fund Confidential Information other than to the fund, AA and to Bank employees who need to know such information in order to perform Bank's duties under this Agreement; and (ii) that neither the Bank nor its employees, agents and/or contractors will use the Fund Confidential Information in any manner whatsoever, except for the purpose of carrying out the Bank's duties under this Agreement.
(c) Notwithstanding any provision to the contrary contained herein, the Bank shall be allowed to release the Fund Confidential Information if compelled to do so by a regulatory authority or court of competent jurisdiction, or if the Bank believes in good faith that it is obligated by law to provide such Fund Confidential Information to a regulatory authority or court of competent jurisdiction, subject to the conditions that the Bank: (i) gives the Fund prompt notice of the legal process and the opportunity to seek an appropriate protective order or to pursue such other legal action necessary to preserve the confidentiality of the Fund Confidential Information; and (ii) provides reasonable assistance to and cooperates with the Fund in its efforts to preserve the confidentiality of the Fund Confidential Information.
6.3 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY 16 DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 6.4 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (American Aadvantage Mileage Funds)
Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases, computer programs, screen formatsformat, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired required hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Equi Select Series Trust)
Data Access and Proprietary Information. 5.01 The Fund Transfer Agent acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Transfer Agent by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund Transfer Agent agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Transfer Agent agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to - any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Bank in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund Transfer Agent shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund Transfer Agent notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Transfer Agent agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund Transfer Agent include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Sub Transfer Agency and Service Agreement (New England Cash Management Trust)
Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases, computer programs, screen formatsformat, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired required hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or of Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Gabelli Innovations Trust)
Data Access and Proprietary Information. 5.01 5.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.2 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-third- party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 5.3 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Data Access and Proprietary Information. 5.01 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank Insurance Company as part of the Fund's ’s ability to access certain Fund-related data ("“Customer Data"”) maintained by the Bank Insurance Company on data bases under the control and ownership of the Bank Insurance Company or other third party ("“Data Access Services"”) constitute copyrighted, trade secret, or other proprietary information (collectively, "“Proprietary Information"”) of substantial value to the BankInsurance Company or other third parties. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank Insurance Company and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to To access Customer Data solely from locations as may be designated in writing by the Bank Insurance Company and solely in accordance with the Bank's Insurance Company’s applicable user documentation;
(b) to To refrain from copying or duplicating in any way the Proprietary Information;
(c) to To refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Insurance Company in a timely manner of such fact and dispose of such information in accordance with the Bank's Insurance Company’s instructions;
(d) to To refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the BankInsurance Company;
(e) that That the Fund shall have access only to those authorized transactions agreed upon by the parties;; and
(f) to To honor all reasonable written requests made by the Bank Insurance Company to protect protect, at the Bank's expense Insurance Company’s expense, the rights of the Bank Insurance Company in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take make reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank Insurance Company that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank Insurance Company shall endeavor in a timely manner to correct such failure. Organizations from which the Bank Insurance Company may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank Insurance Company arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE AVAILABLE, BASIS. THE BANK INSURANCE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank Insurance Company in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank Insurance Company shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank Insurance Company from time to time.
Appears in 1 contract
Samples: Sub Transfer Agency Service Agreement (Phoenix Edge Series Fund)
Data Access and Proprietary Information. 5.01 10.01 The Fund Company acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Company by the Bank as part of the FundCompany's ability to access certain Company related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund Company agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Company agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Bank in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund Company shall have access only to those authorized transactions agreed upon by the parties;; and
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this AgreementSection 10.
5.02 10.02 If the Fund Company notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor make its best effort in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 10.03 If the transactions available to the Fund Company include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction instructions without undertaking any further inquiry as long as such instruction is instructions are undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Stock Transfer Agent Services Agreement (13a Commercial Mortgage Securities Fund Inc)
Data Access and Proprietary Information. 5.01 5.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute c o n stitute copyrighted, trade secret, or other proprietary information i n f ormation (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 5.2 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDINGI N C LUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 5.3 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Conseco Fund Group)
Data Access and Proprietary Information. 5.01 The Fund acknowledges Funds acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Funds by the Bank as part of the Fund's Funds' ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees Funds agree to treat all Proprietary Information as proprietary to the Bank and further agrees agree that it they shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees Funds agree for itself themselves and its their employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund Funds shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies Funds notify the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees Funds agree to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund Funds include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Select Advisors Trust C)
Data Access and Proprietary Information. 5.01 6.1 The Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Bank as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5Section 6. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 6.2 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.the
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Warburg Pincus Emerging Markets Ii Fund Inc)
Data Access and Proprietary Information. 5.01 The 6.1 Each Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals other information furnished to the Fund by the Bank as part of are provided solely in connection with the Fund's ability to access certain related data ("Customer Data") maintained by the Bank on data bases services rendered under the control this Agreement and ownership of the Bank ("Data Access Services") constitute copyrighted, copyrighted trade secret, secrets or other proprietary propriety information (collectively, "Proprietary Information") of substantial value to the Bank. The Such databases, programs, formats, designs, techniques and other information are collectively referred to below as "Proprietary Information". Each Fund agrees to that it shall treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided expressly permitted hereunder. Without limiting the foregoing, the Each Fund agrees for itself and its employees and agents:
(a) to access Customer Data use such programs and databases (i) solely on the Fund's computers, or (ii) solely from equipment at the locations as may be designated in writing by agreed to between the Fund and the Bank and solely (iii) in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund's computers) any part of any Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of programs, data or other information not owned by the Proprietary InformationFund, and if such access is inadvertently accidently obtained, to inform in a timely manner of such fact respect and dispose of such information in accordance with safeguard the Bank's instructionssame Proprietary Information;
(d) to refrain from causing or allowing third-party data acquired hereunder information transmitted from being the Bank's computer to the Fund's terminal to be retransmitted to any other computer facility -6- C/M 10675.0002 352052.1 terminal or other location, device except with the prior written consent of as expressly permitted by the Bank, such permission not to be unreasonably withheld;
(e) that the Fund shall have access only to those authorized transactions as agreed upon by to between the parties;Fund and the Bank; and
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state lawapplicable statutes. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this AgreementSection 6.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Lebenthal Funds Inc)
Data Access and Proprietary Information. 5.01 The Fund 6.1 Advisors acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Advisors by the Bank as part of the Fund's Advisors ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. The Fund In no event shall Proprietary Information be deemed Customer Data. Advisors agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Advisors agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and agreed to by Advisors and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund Advisors shall have access only to those authorized transactions agreed upon by the parties;; and
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state State law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5Section 6. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 6.2 If the transactions available to Advisors on behalf of the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by Advisors and the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Tiaa Cref Mutual Fund)
Data Access and Proprietary Information. 5.01 6.1 The Fund Company acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Company by the Bank as part of the FundCompany's ability to access certain Company-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank ("Data Access Services") constitute copyrighted, trade secret, secret or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund Company agrees to treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund Company agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund Company shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article Section 5. The obligations of this Article Section shall survive any earlier termination of this Agreement.
5.02 6.2 If the Fund Company notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund Company agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 6.3 If the transactions available to the Fund Company include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI")information, then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Mason Street Funds Inc)
Data Access and Proprietary Information. 5.01 The Fund acknowledges Funds acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund Funds by the Bank as part of the Fund's Funds' ability to access certain Fund-related data ("Customer Data") maintained by the Bank on data bases under the control and ownership of the Bank or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the BankBank or other third party. In no event shall Proprietary Information be deemed Customer Data. The Fund agrees Funds agree to treat all Proprietary Information as proprietary to the Bank and further agrees agree that it they shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees Funds agree for itself themselves and its their employees and agents:
(a) to access Customer Data solely from locations as may be designated in writing by the Bank and solely in accordance with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Bank;
(e) that the Fund Funds shall have access only to those authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies Funds notify the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Bank arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information (such transactions constituting a "COEFI"), then in such event the Bank shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Bank from time to time.solely
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Select Advisors Trust A)